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FirstRand Limited - Offer price for the proposed odd-lot offer
FirstRand Limited
Incorporated in the Republic of South Africa
Registration number: 1966/010753/06
Share Code: FSR
ISIN: ZAE000014973
(`FirstRand`)
Offer price for the proposed odd-lot offer
1. Introduction
On 3 August 2004, the directors of FirstRand announced on SENS and in the press
that its board of directors had proposed the implementation of the odd-lot offer
to facilitate a reduction in the number of shareholders who hold less than 100
ordinary shares in FirstRand. Implementation of the odd-lot offer is subject to
receiving the approval of shareholders at a general meeting, details of which
are set out in paragraph 5 below. At the general meeting shareholders will also
be requested to approve resolutions to amend certain rights and privileges
attaching to preference shares not yet in issue. Full details of the odd-lot
offer and the amendments referred to above were incorporated in a circular which
was posted to shareholders on 4 August 2004.
2. Offer price
Shareholders are advised, in advance of the general meeting, that the odd-lot
offer price has been determined at R10.23 per FirstRand ordinary share (`the
offer price`). The offer price is equivalent to the weighted average traded
price of FirstRand ordinary shares on the JSE Securities Exchange South Africa
over the five trading days commencing on Friday 20 August and ending on Thursday
26 August 2004.
3. Odd-lot offer
All ordinary shareholders who hold in aggregate less than 100 FirstRand ordinary
shares at the close of business on Friday 17 September 2004 (`odd-lot holders`)
will be able to participate in the odd-lot offer. The odd-lot offer will be
implemented on the basis that the odd-lot holders may, in the time and manner
prescribed in the circular to shareholders, elect to:
* purchase or subscribe for a sufficient number of additional ordinary shares in
FirstRand at R10.23 per ordinary share, being the offer price, to increase their
odd-lot holdings to holdings of 100 ordinary shares in FirstRand (`the purchase
alternative`); or
* sell their odd-lot holdings at R10.74 per ordinary share, being the offer
price plus a 5% premium (`the cash alternative`); or
* retain their odd-lot holdings.
4. Compulsory sale of odd-lot shareholdings
Odd-lot holders who do not make an election in the time and manner prescribed in
the circular to shareholders will be deemed to have elected the cash
alternative. The odd-lot holdings of those odd-lot holders who do not make an
election or elect the cash alternative will be applied in the first instance to
meeting the requirements of those odd-lot holders who elect the purchase
alternative, and any surplus shares will be repurchased by FirstRand. The
documents of title of certificated odd-lot holders will have no value after
Friday 17 September 2004, other than to receive the proceeds of the sale of such
shares.
5. General meeting
The general meeting of shareholders will be held at 10:00 on Thursday 2
September 2004 in the auditorium, 18th Floor, 1 Merchant Place, corner Fedman
Drive and Rivonia Road, Sandton, at which meeting the special and ordinary
resolutions required to implement the odd-lot offer and to amend certain rights
and privileges attaching to preference shares not yet in issue will be proposed
for consideration and, if deemed fit, passing, with or without modification.
6. Further announcement
A further announcement detailing the results of the general meeting and
finalisation of the odd-lot offer will be published on SENS on Thursday 2
September 2004 and in the press on Friday 3 September 2004.
Sandton
27 August 2004
Merchant bank and sponsor
RMB Corporate Finance
(a Division of Firstrand Bank Limited) Corporate
Finance
Attorneys
Deneys Reitz
Information agent and transfer secretaries
Computershare Investor Services 2004 (Pty) Limited
Date: 27/08/2004 01:45:13 PM Produced by the JSE SENS Department
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